A Shareholder Special Resolution is a crucial corporate governance document used when companies need to make significant changes that require shareholder approval under English and Welsh law. This document type is specifically required by the Companies Act 2006 for certain company actions that go beyond ordinary business decisions. Special resolutions require a 75% majority vote and must be properly documented and filed with Companies House. Common uses include altering the articles of association, changing the company name, reducing share capital, or winding up the company. The resolution must clearly state the changes being approved and include all necessary statutory information.
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1. Company Details: Name, registration number, and registered office of the company
2. Date: Date of the resolution
3. Type of Resolution: Clear statement that this is a special resolution
4. Resolution Text: Clear statement of what is being resolved
5. Signature Block: Space for signature(s) of appropriate shareholder(s)
1. Recitals: Background information explaining why the resolution is needed (used for complex matters)
2. Notice Statement: Statement about notice period (if shorter notice agreed)
3. Quorum Statement: Confirmation of quorum being present (used for physical meetings)
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended articles)
2. Voting Record: Record of votes cast (if relevant)
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